MOM'S HERE TO HELP!

"Yeah look at that," Steve whispered while staring at the hot blonde on her knees sucking cock on his lap top. "Look at that little slut go."

The little slut was sucking like the porn star she was, easily taking the guy's huge cock deep into her mouth and moaning, gagging, drooling and spitting all over it. As fast as she sucked, Steve stroked, working his cock with his lotion lubricated right hand.

Unfortunately his cock wasn't half as excited as the guy in the video and he was fighting not to concentrate on it, but just watch the video and think about the girl, not his barely semi hard cock. She stopped sucking and standing up, bent over a table.

The guy slapped his huge hard cock on her ass a few times, then grabbing her hips proceeded to fuck her silly. She was moaning and squealing and the camera jumped around, showing off her wide eyes and open mouth as she yelped, then her big beautiful tits swaying and her hand between her legs, rubbing her clit as her pussy was being pounded by his hard dick.

His hard dick; because Steve's was currently at half mast and not getting any bigger. Unable to help it he looked down at his only partially inspired cock and moaned, "Come on, what the fuck!"

He stroked faster then gasped, "Oh, fuck!"

He was going to cum. He tried to stop, but was at the point of no return and even with his hand no longer moving a drop of cum appeared at the tip of his cock and oozed out.

Groaning more in frustration than pleasure, Steve stroked his cock and watched as his cum pumped down his just now hardening shaft. By the time he'd squeezed out the last few drops he was fully hard, but as soon as he stopped jerking it just as quickly began to soften.

"Fuck!" He exclaimed, "Not again!"

For the last week any time he jacked off he either came while still only semi hard or had just finally gotten fully erect before immediately coming. Disgusted he released his useless, flaccid cock and shut off the porn.

Grabbing some tissues from the box on his desk, he wiped his cum and lotion covered dick and tossing gross tissues into the trash, pulled his shorts up over his now totally flaccid cock. What the hell was wrong with him?

Whatever it was, he better figure it out and soon because it wasn't just happening while jerking off, it was happening when he was with Ashley and she wasn't going to be okay with it much longer.

Sitting back in his chair and staring at the spreading wet stain on his boxers and annoyed at hos small his cock felt between his legs, Steve hoped this would go away as fast as it had shown up, but he was starting to wonder if it would.

It had happened for the first time three weeks ago. Ashley's parents weren't home and they'd been fooling around in her room. Ashley was a damn hottie, long reddish brown hair, green eyes, long legs; big tits, a smooth little pink slit and she loved to fuck whenever they had the chance.

He was laying naked on her bed and she had just done a fun little strip tease for him and as always his cock was rock hard at the sight of her tight body and those amazing tits. She had come up onto the bed, knelt between his legs and begun blowing him.

He'd laid there thinking life couldn't get any better, a gorgeous girl sucking his cock and the entire afternoon for him to return the favor, licking her sweet pussy, then fucking her as often as they could manage in the next few hours and that was usually two or three times.

She'd sucked him for a few minutes, moaning and whimpering around his cock and shaking her perfect little ass back and forth. Ashley had then slid up on top of him. She leaned over, letting him suck her hard pink nipples, then kissing him.

He'd put his arms around her and they'd kissed deeply, their tongue's in each other's mouths. She was sliding her wet pussy along the length of his cock and that's when he noticed he didn't feel as hard as he had before.

Ashley had then slid her pussy up to the tip of his cock and eased down, to slide him inside her. She loved being on top-and he loved her there-so it was a move she'd done many times in the months they'd been fooling around.

But this time instead of entering her hot tight pussy, his cock had slid along her wet skin. She tried again and his cock didn't even feel like it was bending. Ashley had sat up and reaching behind her, grabbed his cock and stroked it.

Steve was alarmed when he felt how soft he was and tried to focus on her hand and her tits, her pussy, trying to get it hard again. Ashley had been good about it, smiling and saying it was just his way of getting more of her mouth.

She slid back down and sucked him again. Steve became more flustered when despite her best efforts with her mouth, he was not getting fully hard. Ashley removed his soft cock from her mouth and said "Relax, baby, I know he wants me."

She'd started sucking him faster and to his relief he felt his cock beginning to stiffen, but as quickly as it did he'd gasped in surprise at the sudden feeling he was going to cum and tried to tell her to stop.

Ashley stopped moving her head, but his cock went off in her mouth anyway. She was a good girl once more and sucked on him, taking all of his unexpected load, then simply shrugged, "Guess you needed that."

He'd quickly went about making it up to her, trading places with her and licking her pussy, while fingering her. He got her off and as always Ashley came damn hard, squealing louder than ever seeing her folks weren't home and they weren't trying to be quiet.

Any other time he'd gone down on her he'd been hard as hell, how couldn't he be being between her soft creamy thighs and tonguing her hot pussy while she played with her tits for him? Usually just the sound of her coming could have him ready.

But this time? He was close to hard, but it still didn't feel right. He slid up between her legs and tired to push his cock inside her. He got it in, but as he started pumping he could feel it bending awkwardly inside her.

He took it out and rubbed it along her slit. Ashley put her feet on his chest and even spread herself open, stroking her clit to turn him on. He tried again and when he once more could only give her a few weak pumps whit his semi hard cock, he'd gotten upset and stopped.

Ashley was patient and they lay there awhile then she tried blowing him again. She got him hard and got on her knees for him. In just the short time it took him to get to his knees behind her his cock was softening.

In a panic he shoved it inside her and humped her like a damn rabbit, quick little strokes trying to cover the fact his cock was barely hard. To make it worse the same thing happened as when she sucked him, he had barely achieved a full hard on and he went off inside her in less than a minute.

He lucked out in the sense Ashley was okay with it, not saying anything beyond he was probably nervous over finals and his GPA that would cost him his scholarship if he didn't keep it up. Well so far his GPA was all he was keeping up because his last three attempts with Ashley had been getting worse and worse.

Each time they fooled around he wasn't hard at all, even going down on her did nothing for him down there. She had to stroke and suck him and it either ended with him cumming pathetically in her mouth or barely able to fuck her for thirty seconds.

The last time she had understandably begun to lose patience She wasn't outright mad, but he'd caught her rolling her eyes after he came inside her after about a dozen pumps last time and sighing and looking annoyed when she had to work his cock like a porn star just to get him close to hard.

She had told him it was all in his head after the first time and he agreed. Steve was only twenty and in damned good shape. This was in his head and he needed to get it out of there. But now it was all he could think about.

Every time he thought of sex with her his cock would respond as always, but when he got to where he was with her nothing happened and no matter how hard he tired he couldn't stop thinking about it. Now it was even when he was jerking off!

After the last time Ashley had told him she didn't want to try anymore until he felt he was ready, said it made her feel bad he couldn't get excited with her and cheap when he went off in her mouth like that. She told him to go talk to a campus councilor which was free, but Steve stubbornly refused to go tell some guy, or worse a woman, he couldn't get it up.

But it was getting him. Steve was getting more and more nervous as time went on and in addition to it being about not getting it up, he was getting frustrated from not having any sex that didn't involve his hand and even that sucked, it wasn't fun to come when you weren't even hard.

Mostly though, Steve was worried it might cost him Ashley. She was his age and shouldn't have to deal with a guy with a limp dick. They'd been together close to a year and he liked her for a lot more than her looks, she was smart, sweet and adored him. Plus she was a good loyal girl and that was rare these days. Even his mom loved her.

Speaking of mom, even she had noticed he wasn't himself and kept asking him what was wrong. Since dad had left a couple of years ago, mom and he had grown much closer and they talked about everything.

Mom had told him he could always talk to her, even if it was a 'guy thing' because she would do the best she could to give advice. No matter what the issues was her standard line was "I'm here to help".

She usually did have good advice and never hassled or made fun of him no matter what the topic of discussion. In fact many times it had seemed as if he were talking to a friend rather than his mom. But this?

Staring down at the wet stain seeping through his thin shorts, Steve sighed, maybe he would talk to her. At this point it couldn't be any more embarrassing than trying to have sex with his girlfriend with a limp dick, right?

He glanced at the time and saw it was only nine am. He had no morning classes today and neither did Ashley, but he had lied to her and said he had something to do because he was afraid to spend time with her because she would be looking to fool around.

The fact he was dodging a cute girl who wanted to fuck him told him he had truly hit rock bottom. Tonight when she got home from work, Steve would bite the bullet and try to bring himself to talk to his mother about his sexual inadequacy.

It wouldn't be an easy conversation, but like she always said, she was here to help.

*****

"Come on, please." Steve begged his cock as if it could hear him as he stroked it to a hot milf story.

The older woman was stroking the guys cock telling him how big and hard it was and how good it felt in her hand. Steve had a thing for hand job videos because he loved Ashley to jerk him off, loved the way her soft hand felt around his hard dick just as the woman was saying in the movie.

But it was more like his soft cock in his hard hand right now. He was getting beyond frustrated, At this point he wasn't even horny, but he kept trying to play with himself, figuring maybe this time he would get hard, like a person's who's car wouldn't start and they kept turning the key hoping it would start.

He jumped at a knock on his door.

"Hey, Steve, can I come in?" Mom called out.

"Hold on!" he was surprised to see it was six o'clock and was glad mom had knocked instead of just walking in.

He pulled his shorts up carefully as he had been lounging around his room after taking a shower and wasn't wearing any underwear. He shut the porn off and turning spinning in his desk chair to face his door, he said, "Come in, mom."

His mother entered and with a smile, Steve whistled at her, "Wow, look at you, mom! You trying to get a raise at work?"

"Please." She laughed, "I'd settle for a raise anywhere these days." She gave him a wink and he felt himself relax.

Although his mother would never say anything really inappropriate to him, she treated him like an adult and would make jokes about sex including her current lack of a boyfriend. Not sure why she would be alone, Steve's mom was a good looking woman.

Her black hair was currently pinned up, but when down flowed to the middle of her back. She had big brown eyes and an adorable girl next door smile and look to her. In fact to Steve, she was more cute than hot, at least her face was.

From the neck down he'd had more than a few friends tell him his mother was pretty hot. Steve certainly didn't look at her like that, but could see it. Mom was slender with nice long legs and it would be hard not to notice she had a fairly impressive chest.

Currently she was showing off her assets in a short one piece sleeveless red dress that tied around her neck. It was showed off a fair amount of cleavage and Steve noticed, there was something he didn't notice, bra straps. Maybe the dress had some padding built in because her chest seemed more prominent than usual.

Whoa, it was time to get his sex mojo back because he was just taking note of his mother's breasts.

"Why dressed up?" He asked, "Or should I say down?"

"Went for a drink with the girls after work." She shrugged, "We're all single, but no bites for the bait I was dangling." She looked down at her dress, "I didn't wear this to work, I wouldn't have the guts."

"You look good, mom."

"Well hey, at least one man thinks so!" She walked over and kissed his cheek before pulling over the small chair next to his desk sat down across from him. "So when I called at lunch you said you wanted to talk to me?"

"Mom, I have a...uh, problem."

"I know." She nodded, "Its plain as day you have something on your mind, honey. I've been waiting for you to come to me with it."

"It's kind of awkward though."

"Honey, what do I always tell you?"

"Mom's here to help." He told her.

"But I can't help until I know, so let's hear it."

"It's a guy thing."

"Okay, well I have two brothers and was married to your dad for twenty years, I'm no stranger to men, Steven."

Right, but it's." He sighed, "It's a sex thing."

"I know you're shocked, but I've had sex, honey." She rolled her eyes, "Maybe not recently, but I still remember it and quite fondly."

"TMI." He told her.

"No, no TMI, we're talking as adults, like we always do. So is there a problem with you and Ashley? Something not right between the two of you?"

"You could say that."

"Then let me help, I really like that girl; I think she's a keeper."

"She is." He agreed.

"So...problem is?"

"Wow, okay." He took a deep breath, "Mom, lately I've been having a hard time, uh, being hard."

"You can't get it up?" Mom asked bluntly.

"Yeah, thanks." He rolled his eyes. "I feel much better now."

"Oh, honey." Mom laughed, "That's nothing to be ashamed of. It happens to every guy at some point and any guy that says it never happened to them is lying."

"Really? It happened with dad?"

"Of course." She nodded, "In fact it was happening in our last month's together, and then I realized it was because he was too tired to get it up because he was banging other women."

"Sorry, mom."

"Sorry I brought it up, but yes honey, its happened with men I've been with."

"But I'm only nineteen!"

"It's not about age, it happened with my boyfriend back in college."

"It did?"

"Yup, he and I always had a lot of fun, then one night it didn't happen and it kept not happening and he would get more and more frustrated which of course means it won't happen."

"Exactly!" Steve felt a wave of relief flow through him, it was normal, well at least common. "Now all I think about is it happening or not happening."

"And its all in your head Steven. It's no joke, the big head controls the little one."

"I guess, I mean even when I jerk..." He caught himself and mom raised her eyebrows. "Never mind."

"And you're thinking about before you even start touching it." She didn't let him off the hook, "Trying too hard." She winked, "Pardon the pun."

"Funny." But he grinned at the joke, "So what do I do?"

"Well, its not just up to you, Ashley has to help. Has she been mad at you?"

"Not the first couple of times, but last time she was a little bummed, says it makes her feel bad and we can't try again until I think I'm better."

"That's not good." Mom frowned. "Did she try to you know, help when it happened?" She gave her son a sly smile, "We girls can be very persuasive."

"She did a few times."

"And nothing?"

"Well, it would uh, you know, get there, but as soon as it did it was over." Steve looked away from her, this was getting more awkward.

"See that's nerves honey." Mom explained, "You want to and you can't so when she's helping you, your mind is fighting it, but eventually let's face it, she's," She paused, "Working it and it reacts, but you're so uptight it's over right away."

"I don't feel stressed, well now I am about that."

"Honey, you've been studying hard for your finals and money's tight. You're worried you could lose your scholarship money and have to leave school. You've also been working more because your dead beat asshole father doesn't send any money to help with school. You have plenty to be uptight about."

"I suppose."

"And now you're really worried about this. The second you think will it? It won't."

"But how do I stop thinking about it?" He threw his hands up, "I don't know what to do and now I really feel pressure with Ashley."

"That could be a problem." She stroked her chin in thought. "Because when a guy I was with had it happen, I was the cure."

"But she tried to be the cure." He told her, "She really did try."

"I am sure she did, but she's young and the thing is to get you very relaxed which isn't easy for her because she's probably worried to, or probably like me when it was my boyfriend in college I thought it was me."

"So what's going to help?"

"The thing is honey; all you need to be okay is that one good time. It happening the way it used to just once will give you your confidence back."

"Well, no one's going to help me with that, Ashley doesn't want too and if I say 'can we try'..."

"It sets you up to fail." Mom nodded, "See what you need is to be totally relaxed and carefree. What I did finally was just tell him, and then when it was your dad, that it didn't matter."

"What do you mean?"

"I told them to lay back and relax and let me take care of it. I told them if they come in my hand or my mouth, its okay. I won't be mad; we're there to make each other feel good."

"I can't believe my mother is sitting here talking about come." Steve shook his head, "I am pathetic having this conversation."

"No, you're not, honey. Your dad's not around to talk to and I'm here to help my baby, no matter what he needs help with."

"This might be a little out of your control." Steve sighed.

"Maybe not." She told him, "I bet I can help."

"So you...you told them it didn't matter?"

"I did, I said my goal was to please them and once they got off they could play with me and get me off. I did that with my boyfriend and first time he went off like you did, barely hard and very quick, but I showed him how much I loved getting him off and then the next time...it happened because he knew no matter what I would be happy with him."

"But she doesn't want to." He grunted, "She's not going to play that game and I don't blame her."

"And that puts more pressure on you." Mom moved her legs and Steve looked down to see she was sliding her heels off. Her toes were painted in the same turquoise as her dress and Steve noticed that as always her long fingernails matched."What you need is to know its okay that you can just wait for it to happen. You need someone to make it happen for you."

"Then that's my hand or taking another chance with Ashley." He said disgustedly, "One makes me more pathetic and the other could really make things worse."

"No, it won't work with her, she's become a source of your nerves." Mom reached up and removing the clip from her hair shook her head, causing her long black hair to cascade down her shoulders.

"But for a good reason because you want her to be happy and things to be okay. Still it adds to the problem and she's not the answer."

"Then what's the answer?" Steve asked while she removed her silver bracelet, then her watch and put them on his desk. What was she doing?

"I am, honey."

"You are?" He narrowed his eyes watching her now remove her long earrings and add them to the pile on his desk. "How are you going to help?"

"By showing you there's nothing wrong, honey. That you just need to relax and let it happen."

She stood up and stepping between his legs, pointed, "Take your shirt off for me."

"What?" Had he heard her right? "My shirt?"

"You need to be relaxed and comfortable." Mom said, "So let's get this shirt off."

Steve sat there stunned when his mother grabbed the bottom of his t-shirt and tugged it up to his chest, "Arms up!" she laughed.

Steve lifted his arms, still wondering what the hell she was up to. He knew what it had sounded like, but he had to have been misunderstanding her. Mom tossed his shirt across the room near the hamper then to his surprise, she sank to her knees between his legs.

"Mom, what the hell are you doing?" he demanded when she unsnapped his shorts and tugged down on his zipper.

"I'm doing what I'm supposed to do, help my, baby." She smiled up at him, "Just relax, Steven, let mommy help you out."

"Mom, you can't do this." He told her even though his eyes were now focused down her dress, taking in the large amount of her soft creamy breasts visible there.

"Who says?" She asked, then removing her hands from his zipper ran them up and down his chest. "Easy, honey, just sit back and enjoy me touching you."

Steven watched her small hands and long, slender fingers caress his chest. Her bright nails looked good on his skin and when she leaned closer her soft hair brushed his stomach.

"Hmm, you feel nice, honey." She ran her hands down his arms, "Ashley's a lucky girl, getting to enjoy a good looking young man like you."

Steven gasped when she put her hands back on his chest and teased his nipples with her long nails. "My baby has quite the hard young body, doesn't he?"

"Mom, um, you need to stop." He whispered, but even as he said it he was alarmed to feel his cock twitching in his shorts.

He couldn't believe this, weeks of struggling to get a hard on and his cock was starting to react to him being touched by his mother?

"No, you need to just let it happen, honey, just let your mother make you all better." She leaned close and parting her lips, teased his nipple with her tongue.

"Oh, that feels...nice." He said softly.

"Ashley do this for you?" She paused, looking up at him while her fingers stroked his nipples, "I doubt it, young girls haven't figured out guys like their nipples played with yet."

"No." He shook his head and even the one word answer came out shaky while his mother licked his other nipple.

She made more of a show it this time licking all the way around it, then up and down pressing her arm wet tongue to his erect nipple. Between his legs his cock was now semi hard, but harder than it had been on its own since his problem started.

"That's it, honey, it's okay to like it, you're supposed to like a woman touching you."

"But you're my mother." He was telling himself this as much as her at this point because he was enjoying this a lot more than he should right now.

"But I'm also a woman, a woman who is going to show that you're just fine."

She kissed each of his nipples and when she removed her mouth there was a perfect red outline of her lips around each one.

Her hands slid down his stomach her nails causing his skin to tighten. His crotch was tightening as well as his cock continued to swell. Steven was breathing harder and his heart beat faster when his mother gabbed his zipper and pulled it down.

"Hmm, no underwear." She nodded, "I've always loved this look."

She ran her fingers through his pubic hair, just over his cock which was trapped down his leg. She placed a kiss just above his cock, again leaving a lipstick imprint. Damn, mother or not, that was sexy.

She grabbed the sides of his shorts, "Lift up, honey, I can't help if I can't touch it."

Steven hesitated and she gave him a reassuring smile, "It's okay, honey. I'm your mother, I've seen everything you have." She winked, "Not recently of course, but I've seen some nice cocks in my day, so don't worry about embarrassing me, I'm just fine."

He knew he should tell her to stop it. To just leave him be, that would be the right thing to do, but right thing according to who? It was just him and his mother here, no one would know and was obviously fine with touching him and after all, she was just trying to help.

Before he could change his mind he lifted his hips, and she quickly pulled his shorts down his hips and past his knees down to the floor.

"Oh, look at this." She purred, taking his semi hard cock in her hand. "Look, he's already getting there, know why?"

"W...why?" He stammered while staring at the surreal sight of his cock in his mother's hand.

"Because you weren't thinking about it. You weren't wondering 'am I going to get hard' because you were only thinking about what I was doing, actually not thinking at all."

"Um, yeah this kind of caught me by surprise." He managed the sentence while she pumped his cock.

"But see?" She stroked him faster and he groaned when his cock responded to her touch, growing longer and thickening in her hand. "This nice young cock is already getting bigger and its going to get even harder!"

She lowered her head and shocked him by spitting on his cock. She pumped him faster, her hand gliding faster now over his slick shaft.

"Here's the thing, baby. All you need to know is you don't have to do anything, you sit back and let mom do all the work, I'm here to help!"

She squeezed his cock for emphasis and with a groan, Steven did as she asked and let himself relax back into the chair while watching his mother jerk him off. He was getting even harder and more importantly he didn't feel the urge to come already. His hardening cock felt natural despite the unnatural method his erection was being obtained.

"There you go," She breathed while staring down at her son's growing cock. "It's getting harder for me already! But it's not there yet. Hmm, I know what will help. How about we give you something to look at?"

Reaching up with her free hand, mom untied her dress and grabbing the top of it pulled it down, exposing her breasts.

"Holy shit, mom." Steven exclaimed, taking in his mother's bare tits. They were pretty damn big and well rounded. Her creamy globes were highlighted by her rose colored nipples which were as hard as he was becoming.

"You like them, honey? Does seeing your mom's tits get you excited?" She pumped him faster, "Feels like it does."

"They're amazing." he was surprised to hear himself say it, but it was true, his mother's tits were by far the biggest he'd ever seen and looked damned good.

"Good." She caused him to groan when she pressed his now completely hard cock against her right breast.

She rubbed his dripping tip around her nipple and moaned softly as she did. She then slapped his cock hard against it several times and her brown eyes were bright with lust as she watched her son's cock striking her tit.

She switched to the other nipple and Steven moaned at the way his sticky pre cum looked smeared across her nipple.

"Oh, honey, you're so hard now!"

Mom released his cock, then sitting up on her knees wrapped her soft tits around his cock and bounced up and down.

"Damn." Steven moaned as her soft, warm breasts stroked his cock.

"Move honey, go ahead, fuck my tits, feel how hard you are!"

Steven moved his hips and mom moaned as he worked his cock through the valley of her fleshy tits. She was right; he was hard as a fucking rock and it felt so good! He moved his hips faster and looking down, mom let a long line of spit drool onto her breasts.

She pressed them harder around him and he moaned as his cock moved easier through her now slick tits. She lowered her head and he gasped when the next time his cock appeared at the top of her tits, she flicked her tongue across the tip.

"Like that?" She asked when his hips jerked and he tried to thrust it further up towards her mouth. "You want to feel my mouth, honey?"

"Can I?" He was so turned on by the fact he was hard, he was dying to feel her mouth around his functioning cock. The fact she was his mother and doing this for him should have bothered him, but it was now fueling his lust.

"I'm here to help, baby." She let her tits go and taking his cock in her hand, stroked him, "After all, we have to make sure you can stay nice and hard to enjoy Ashley's pretty little mouth, right?"

"Right." He agreed, but no way he was thinking of Ashely, right now all he was thinking of was his mother's mouth.

"How about you play with my tits first?" Let his cock go and held them up to him.

Steven eagerly reached down and fondled her tits. They were soft, but firm at the same time and surprisingly heavy in his hands. He worked his fingers over her nipples and mom closed her eyes and moaned softly for him.

"Yes, play with those tits, honey and look, you're still hard, see? I'm not touching you and your cock is still right up there like it should be!"

She was right, his cock was at attention between his legs and he was now so hard his balls were beginning to ache. He took hold of her nipples and they were as hard as he felt. Mom moaned when he rolled them and pushed her dress down to her hips.

Steven noticed her moving her hips and her face was flushed. She was helping him, but she looked pretty damned into it herself.

"But as hard as he is, we have to keep testing it, don't we?" She gave him a sexy smile, "Have to make sure he'll be okay in your girlfriend's mouth make sure you don't cum to quick or lose interest."

She gave a mock sigh, "But seeing she's not here, I guess your mom is just going to have to find out if you're okay."

She kissed the tip of his cock then with no hesitation, opened her mouth and took him into it. Steven released a long moan at the sensation of his cock in his mother's warm wet mouth.

"Hmm," she moaned, her brown eyes locked on his, "Hmm-mm!" she bobbed her head in a steady rhythm, whimpering around his cock as she blew him.

Steven was doing some whimpering of his own at the way his mother's skilled tongue was sliding around his shaft inside her mouth. Her soft lips were wrapped around his delightfully hard shaft and the way she was staring up at him was a huge turn on.

Her eyes remained on his when she opened wider and took him down to the base of his shaft. He cried out in pleasure as she slipped her tongue out, licking his balls while deep throating him. She shook her head back and forth, working the tip of his cock along the roof of her mouth and his hips moved uncontrollably, pushing himself even deeper.

Mom didn't mind, she continued to moan as she held him balls deep in her mouth and moved her head while licking first his balls, then the base of his shaft. She had been holding his cock, but had released it to take him all the way.

Putting her hand son his thighs she bobbed her head more rapidly than before.

"Oh, fuck, mom." He moaned as she worked her amazing mouth up and down the length of his cock. "That feels so good!"

She released his cock with a wet sucking sound. "It's supposed to and know what else feels good? That big hard dick in mouth! Baby, there is nothing soft about you!"

She took him back into her mouth and he put his hands in her hair as she sucked him, again, but more slowly this time. Steven on e hand through her long, soft hair while rubbing the smooth skin of her bare back with the other.

He leaned over her as she sucked him, and grabbing her dress managed to push it further down. Steven managed to just get it over her hips and was surprised to see the strings of a thong the same color as her dress and nails.

His mother continued to suck his cock, her head bobbing even as he leaned over her. With a moan he sat back and watched his mother continue to give him a hot, hands free blow job. Her dark hair fell across her face, obscuring the view and Steven brushed it aside, his eyes fixed on his cock vanishing repeatedly into his mom's mouth.

His legs trembled and he began to moan louder as the fantastic blow job took its toll, causing his balls to tighten and prepare to release their contents into her mouth. Mom then withdrew him from her mouth and wiping a mixture of spit and pre cum from her lips said, "Someone's getting close."

"Yeah, but at least not right away." He said, and then waited expectantly, hoping she would take him back into her mouth.

"Well, let's see," she ran her finger tip teasingly around the sensitive underside of his cock. "We need to make sure you're fine, so let's see if that cock stays hard with no attention.

She stood up in front of his and brushed her tits across his face, letting him suck briefly on each nipple before taking a step back.

"Did you want to see my ass, baby?" She turned around and shook it at him.

"I want to see everything." He answered, not even trying to pretend he didn't want to see his mother's entire body.

"Then how about I show you? After all, I am trying to do whatever I can to help you out here."

She pushed the dress down past her thighs and did a sexy shimmy, causing it to fall to the floor around her feet. Mom kicked the dress away and wiggled her ass for him.

"Wow." Steven, whistled at the sight of his mother's firm little ass. The thong was only a small patch of lace at the top of her ass and a thin string between her cheeks.

It dawned on him, she had mentioned going out to a bar like this and he began to wonder if his mother had been hooking up like that here and there and not telling him. The idea of his mother, who he now saw as a damned sexy woman, picking up a guy, maybe even a young one and going to his place to fuck was a damn hot one.

He was brought back to the show in front of him by mom hooking her fingers into the sides of the thong and doing another sexy little shake, pushing the thong down. She bent over to remove it and Steven was confronted with her glistening pink slit peering out between her creamy thighs.

His cock jerked between his legs, reminding him he was as hard as he should be. Just the sight of his mother's now completely naked body had him as excited as he had been when she was blowing him.

"Looks like you like what you see, honey?" Mom looked over her shoulder at him.

"Damn you're fine, mom." He told her, taking in her long well shaped legs and the smooth skin of her back. Her black hair looked sexy down the white skin of her back and he couldn't believe how sexy she was.

"And you're still very interested." She stepped backwards, putting herself between his legs and pushed her ass at him, "Like the rear view?"

Steven's answer was to grab her hips and kiss her ass. She giggled as he kissed and licked both cheeks of her ass and ran her hands up and down her thighs.

"I guess you do!" She bent her knees and he moaned as she grabbed his cock and held it while rubbing her ass along his shaft.

Mom worked his cock between the cheeks of her ass and he moved his hips just like when he'd fucked her tits. His cock made a sticky mess between her cheeks and he was so hard his balls were tight and aching.

"Well, you stayed nice and hard, baby, now let's see how you hold up, between my other lips."

Before he could respond, mom lowered herself onto his cock. The both moaned as she eased him into her hot, wet and tight pussy. She moved slowly and he felt her pussy spreading around his thick cock until her ass was in his lap.

"Oh, fuck this is a nice cock, baby!" She wiggled in his lap and he moaned as her pussy worked his him. "And so hard! You're so hard for me!"

"And you're so fucking sexy." He told her, then groaned when she bent over and worked her hips.

Holy shit, his own mother was giving him a form of reverse cowboy! His cock slid in and out of her pink lips and grabbing her cheeks he squeezed them and moved his hips in time with hers, pushing is cock deeper into her hot snatch.

"Yes, baby, yes." She cooed, fuck that pussy, fuck it with that big hard cock! So fucking hard!"

She leaned back into him, pressing her back against his chest and raising her legs, put her soft feet on his knees. She ground her hips, working his cock and resting her head on his shoulder, turned and kissed him.

He was caught by surprise at first, but eagerly returned the kiss. Mom grabbed his hands and brought them to her breasts.

"I like that." She sighed as he fondled her breasts and rubbed her nipples while she worked her hips back and forth, riding him.

Steven thrust his hips harder, but couldn't fuck her too hard with her on his lap like this. Mom didn't seem to mind as she kissed him again, this time slipping her tongue in his mouth. She grabbed his right hand and put it between her legs.

Steven gasped at how wet her slit was as he ran his fingers through the folds of her lips. His fingers found her hard clit and mom whimpered into their kiss.

"Rub it, baby." She whispered against his lips, "Take your time and play with me, make me cum and just think about that, think about how good my pussy feels and how hard you are. Think about how fucking good you feel in there, how you've got your mother's cunt stuffed with that big dick."

Cunt? Damn, his mother was a dirty little thing! He thought excitedly as he rubbed her clit and enjoyed her moans into their deep, passionate kiss. Steven pressed his thumb harder to her clit and rubbed it faster while thrusting his cock as hard as he could manage.

"Oh, yes." Mom moaned, "Keep doing that, baby, keep playing with my pussy, make me come on that beautiful hard cock!"

He rubbed as hard and fast as he dared and mom surprised him by letting her head fall back onto his shoulder and squealing so loud in his ear, he flinched. He then moaned as she bucked her hips wildly into him and her pussy clenched and unclenched around him.

"Oh, fuck!" Mom moaned as she continued to squirm on his lap, squealing away as his cock plunged into her convulsing pussy.

"Oh, I needed that." Mom sighed she stopped moving and let her feet slide from his leg to the floor. "I know I'm supposed to be helping you, but that was for me."

"I'm here to help too!" He laughed, then moaned when she bounced up and down on his cock several times, drawing his cock out until just the tip was inside before slamming back down into his lap.

"Then we'll help each other." She said and this time stood up, leaving his wet cock swaying between his thighs.

Mom turned, bent over and made him moan by taking him into her mouth and bobbing her head rapidly several times.

"Oh, I taste good on you!" She told him, then taking his hand, tugged on it. "Let's go over here."

She led him to his bed and Steven was proud to see his still hard cock bobbing as they walked to his bed. Mom stopped at the foot of his bed and laying back so her pussy was right on the edge of it, put her feet on his chest.

"Come on, baby, give mommy more of that sweet hard cock!"Steven happily put his hands on her legs and slid his cock slowly into her, reveling the sensation of his mother's hot pussy engulfing him an inch at a time.

"Ohh, look at you, taking your time! Can't do that with a limp dick, could you baby? Oh, no, you'd be desperate trying not to lose it, but baby, this big dick is ready for more, isn't it?"

"Lot's more." He moaned as he moved his hips faster, now fucking her with long hard strokes.

He watched his cock slide in and out of her pussy noticing her clit was as swollen as it was when he had gotten her off. He wasn't the only one still excited. Steven fucked his mother harder causing her huge tits to bounce and she cupped them as he hammered away at her, stroking her nipples and moaning as her son was indeed showing his mother how hard he was for her.

"So fucking good!" She cried as he grabbed her ankles and pushed her legs straight back so he could fuck her deeper. "You are fucking me so good!"

Steven smiled down at her loving the look on her face as he fucked her. Her big brown eyes were wider than ever and her mouth was partially open, moaning as her son gave her a good hard fucking with his very hard cock.

"Hmm, you know how I'd really be able to feel how hard your cock, is baby?" She smiled, "If you gave it to me doggy style, that's the position where only a hard cock will do! Can't be soft and give a girl a good fucking from behind, now can you?"

With an ear to ear smile of anticipation, Steven withdrew his now dripping cock and watched his mother roll over onto her hands and knees, pushing her perfect ass at him. Licking his lips, he grabbed her hips and with one long hard thrust plowed into her pussy.

"Fuck yeah!" Mom cried out, "Oh, that is not soft, baby! You are fucking hard as a rock for me, aren't you?"

"Oh yeah," he breathed as he repeatedly drove his cock balls deep into her sopping slit.

"Then show me! Show me how hard you are! Show me how my stud son takes a pussy with that big fucking dick!"

Far be it from him to disappoint his mom! Rearing back, Steven squeezed her hips harder and really tore into her. Mom howled her approval as her son hammered away at her like she was some damn whore he'd picked up somewhere and not his mother.

Hell, he had never dared fuck Ashley this hard, but Ashely, as hot as she was, was a girl, mom was a woman and a damned hot one, who talked dirty and acted dirtier. His mother was a hot fucking cougar who needed a good hard fucking and knew how to get one.

She had worked him up to be this hard. Doing it with her hand, her mouth, now her pussy and he was showing him exactly what she had done to him by making her feel how hard he was and how bad he needed to fuck her.

"Take it!" Mom moaned, "Take it, baby! Take that pussy, make it yours! Show me how you're going to fuck Ashley next time you're with her! Show me how you're going to make that hot little thing squeal for you!"

The fact mom was talking about Ashley as he fucked her should have been weird, but like everything else today, it egged him on. Knowing his mother was helping him be good to his girlfriend made this even sexier.

Steven's knees were trembling and his hips couldn't seem to move fast enough as his balls tightened and he was getting close to coming. He had no complaints that was for sure, they had been playing for a long time and he's fucked her long and hard with no problems.

Damned straight Ashley was going to squeal next time they were together, but right now it was his mother's hot pussy quivering around his cock and her sexy ass in the air. She was looking over her shoulder at him, her eyes wild and her hair plastered to her flushed, sweaty cheek.

She was yelping with every thrust and the sight of his much his mother was loving him pounding away on her sent him over the edge. With a loud gasp he gave her several savage thrusts and she cried out, "Hold it, baby! I want to see you come!"

He whipped his cock out, squeezing the base and moving quickly, mom rolled over, sat on the edge of the bed and took his cock from him. She opened her mouth and Steven cried out as a huge spurt of cum erupted from his cock and splashed onto her waiting tongue.

Mom released a gurgling moan and pushed the cum down her chin with her tongue. She pumped his cock furiously and he moaned and whimpered as his cock exploded all over her face. She moved her head side to side letting him paint both her cheeks as well as taking another squirt into her mouth.

He swore he had never come this hard or this much as his balls continued to empty on his mother. The cum dripped down her cheeks and onto her chest and tits, sliding down her hard nipples.

Mom moaned and taking the tip of his cock pressed it to her lips and squeezed it hard enough to make him whimper, milking the lst few drops onto her soft, full lips.

"Oh, my God." He moaned when she stopped jerking him and after giving his cock an affectionate kiss, smiled up at him though her cum coated lips.

"That was a big load!" She laughed, "You needed that, didn't you, honey?"

"Hell yeah." He sighed and reaching over to the hamper grabbed a towel for her to wipe off with.

"Oh, and a gentlemen too!' She giggled as she wiped cum from her tits. "Get one more good look." She smiled again and stuck her tongue out, showing off the cum in and around her mouth before wiping it off.

"Damn, that was just...amazing." He sighed, sitting down on the bed next to her.

"It really was." Mom tossed the towel back onto the hamper. "I mean, you know, I was just doing it for you."

"Right." He grinned, "You needed that too, didn't you, mom?"

"I can always use a good hard fuck from a good looking young man." She winked, "Been a couple months since I had one."

"Mom! You...you're really a cougar?"

"Oh, yeah, honey. Since your father took off, I'm done with guys my age. Maybe when I decide to get serious I'll find a nice guy to spend time with, but right now?" She sighed and lay back on the bed, "I do love the way young guys look at me and fuck me."

She stretched her arms over her head, pushing her big tits out and Steven felt his cock twitch.

"I can see why they want you, you're pretty damn hot, mom."

"Why thank you." She laughed, then taking his hand asked, "But see, honey? Your cock worked just fine you just had to kind of sneak up on it and not worry."

"Oh, you snuck up on me alright." He told her, his gaze drifting down her body to linger at the glistening pink flesh between her legs.

"But it helped, didn't it? You know you're fine now don't you?"

"Uh, if I say no will you help some more?" He gave her a sly smile.

"Hmm, maybe." She smiled, "You do have a nice girlfriend and I do want you to be with her, but..." She let his hand go and squeezed his cock, "But you know, if there's a time you guys can't get together for a few days and you're really horny, I wouldn't want you to start worrying again."

"And I might." He followed her lead, "You know if it's a few days I might start wondering."

"Well we can't have that now can we?" She shrugged, "I want you to take care of Ashley, Steven, she is a good girl and a sexy little thing too, but it is a mother's job to keep her baby, happy and healthy so if you're ever worried about it, you come see me, okay?"

"You know, um, this could be a fluke, me being that hard." He tried to look serious, "Might take a couple times before I'm really sure I'm okay."

"Well, we do have the weekend. You could always wait until Monday to go find Ashley and show her how much you want her."

"True." He put his hand on her soft stomach and sliding it down, slipped it between her thighs, his fingers easing into her wet pussy and his thumb finding her hard clit.

"Hmm, that feels so good." She purred, "Now that you brought it up, I think I may need to be sure I did my job."

Stroking her clit, Steven stared hungrily at his mother's pink slit and with a smile said, "You know, mom, there is something else I think I need some help with."

"What's that, baby?"

Sliding off the bed onto the floor, Steven draped her legs over his shoulders and plunged his tongue into her pussy.

"Oh!" She gasped as he swirled his tongue inside her, before running it up through her soft lips to flick around her excited clit.

"I think," he paused to kiss her clit causing her to moan, "That I need some help licking pussy, you know maybe you could let me practice a little, make sure I'm good at it."

He sucked her clit between his lips then swirled his tongue around it.

"Well, you know, what I always tell you, Steven." She groaned as he slid two fingers inside her while his eager tongue danced across her clit. "Your mom's here to help!"